SecProbe.io

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 June 5, 2025

Ian Borden
Executive Vice President and Global Chief Financial Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, IL 60607

 Re: McDonald's Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-05231
Dear Ian Borden:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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</DOCUMENT>

CORRESP
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 Document May 30, 2025 Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Re:    McDonald’s Corporation Form 10-K for Fiscal Year Ended December 31, 2024 Filed February 25, 2025 File No. 001-05231 Dear Division of Corporate Finance: McDonald's Corporation (“McDonald’s”, the “Company”, “we,” or “our”) has received your letter dated May 15, 2025 (the “Comment Letter”) with respect to the review by the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") of the Company’s Form 10-K for the fiscal year ended December 31, 2024. For your convenience, the comment in your May 15, 2025, letter is repeated herein, and the Company’s response is set forth immediately below the comment. Form 10-K for Fiscal Year Ended December 31, 2024 Segment and Geographic Information, page 52 1. Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. See ASC 280-10-50-29(f). RESPONSE: The Company respectfully acknowledges the Staff’s comment and in future quarterly and annual filings will expand its segment and geographic information footnote, as follows, to provide additional information about how the chief operating decision makers use the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources: The Company's chief operating decision makers (CODMs) are the President and CEO and the Executive Vice President and Global Chief Financial Officer ("CFO"). Segment performance is evaluated based on one measure of a segment's profit or loss, operating income, which is used to allocate resources in the annual planning process. Throughout the year, the CODMs consider forecast to actual operating income results and variances against plan to evaluate segment performance and priorities related to allocation of capital and resources supporting organizational objectives. We appreciate your consideration of the response provided herein and look forward to hearing from you. If you have any additional comments or questions regarding these matters, please do not hesitate to contact Lauren Elting at lauren.elting@us.mcd.com or me at ian.borden@us.mcd.com. Very Truly Yours, /s/ Ian Borden Ian Borden Executive Vice President and Global Chief Financial Officer cc: Christopher Kempczinski, Chairman, President and Chief Executive Officer Desiree Ralls-Morrison, Executive Vice President and Global Chief Legal Officer Lauren Elting, Vice President, Chief Accounting Officer and Corporate Controller

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Ian Borden
Executive Vice President and Global Chief Financial Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, IL 60607

 Re: McDonald's Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-05231
Dear Ian Borden:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Segment and Geographic Information, page 52

1. Please tell us how your disclosure complies with the requirement to
disclose how the
 chief operating decision maker uses the reported measure of segment
profit or loss in
 assessing segment performance and deciding how to allocate resources.
See ASC 280-
 10-50-29(f).
 May 15, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Theresa Brillant at
202-551-3307
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

October 7, 2024
Ian F. Borden
Executive Vice President and Global Chief Financial Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Filed February 22, 2024
File No. 001-05231
Dear Ian F. Borden:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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September 25, 2024

Securities and Exchange Commission

Division of Corporate Finance Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Re:    McDonald’s Corporation

Form 10-K for Fiscal Year Ended December 31, 2023

Filed February 22, 2024

File No. 001-05231

Dear Division of Corporate Finance:

McDonald's Corporation (“McDonald’s”, the “Company”, “we,” or “our”) has received your letter dated September 12, 2024 (the “Comment Letter”) with respect to the review by the staff (the “Staff”) of the Securities and Exchange Commission (the "Commission") of the Company’s Form 10-K for the fiscal year ended December 31, 2023.

For your convenience, the comment in your September 12, 2024, letter is repeated herein, and the Company’s response is set forth immediately below the comment.

Form 10-K for Fiscal Year Ended December 31, 2023

Notes to Consolidated Financial Statements

Employee Benefit Plans, page 57

1. The consolidated statement of comprehensive income discloses amounts in regard to defined benefit pension plans. Please explain to us why you have not provided applicable disclosure for these plans in accordance with ASC 715-20-50.

RESPONSE:

We respectfully acknowledge the Staff’s comment, and we advise the Staff that the referenced amounts disclosed in the Consolidated Statement of Comprehensive Income are related to the Company’s UK defined benefit pension plan (the “UK Plan”) which is not material to the financial statements. Accordingly, the Company has not provided the related disclosures set forth in ASC 715-20-50. We have summarized the primary quantitative and qualitative factors that the Company’s management evaluated in arriving at this conclusion, as follows:

•The UK Plan is in an overfunded position with an ending net noncurrent asset balance of $0.1 million and $26.7 million recognized in the Consolidated Balance Sheet as of

December 31, 2023 and December 31, 2022, respectively. On a gross basis, the actuarially determined projected benefit obligation and fair value of plan assets as of December 31, 2023, were approximately $579.3 million each (~1% of total assets and total liabilities). For the comparative period ended December 31, 2022, the projected benefit obligation and fair value of plan assets were $525.6 million and $552.3 million, respectively (~1% of total assets and total liabilities).

•The pension benefit, recognized primarily in nonoperating income in the Consolidated Statement of Income, for the years ended December 31, 2023 and 2022 was $37.4 million (~0.4% of income before provision for income taxes) and $5.3 million (~0.1% of income before provision for income taxes), respectively. For the year ended December 31, 2021, the pension cost was $7.1 million (~0.1% of income before provision for income taxes).

•Employer contributions to the UK Plan were $20.8 million, $20.7 million, and $23.7 million for the years ended December 31, 2023, 2022, and 2021, respectively (less than 0.5% of cash provided by operations for all comparative periods presented).

•The 2024 projected pension benefit and employer contributions are moderately lower than the 2023 actual amounts, and therefore are projected to remain immaterial.

•The UK Plan has been frozen to new entrants since 2002 and includes a limited number of participants residing in one market.

We appreciate your consideration of the responses provided herein and look forward to hearing from you. If you have any additional comments or questions regarding these matters, please do not hesitate to contact Lauren Elting at lauren.elting@us.mcd.com or me at ian.borden@us.mcd.com.

  Very Truly Yours,

  /s/ Ian Borden

  Ian Borden
Executive Vice President
and Global Chief Financial Officer

cc:

Christopher Kempczinski, Chairman and Chief Executive Officer

Desiree Ralls-Morrison, Executive Vice President and Global Chief Legal Officer

Catherine Hoovel, Senior Vice President – Corporate Controller (Retiring October 1, 2024)

Lauren Elting, Vice President – Corporate Controller (Effective October 1, 2024)

September 12, 2024
Ian F. Borden
Executive Vice President and Global Chief Financial Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
Filed February 22, 2024
File No. 001-05231
Dear Ian F. Borden:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
Employee Benefit Plans, page 57
1.The consolidated statement of comprehensive income discloses amounts in regard to
defined benefit pension plans. Please explain to us why you have not provided applicable
disclosure for these plans in accordance with ASC 715-20-50.

September 12, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 23, 2022
Catherine Hoovel
Chief Accounting Officer
McDonald’s Corporation
110 North Carpenter Street
Chicago, Illinois, 60607
Re:McDonald’s Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 24, 2022
Form 10-Q for the Quarter Ended June 30, 2022
Filed August 4, 2022
File No. 001-05231
Dear Catherine Hoovel:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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November 7, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street N.E.

Washington, D.C. 20549

Re:    McDonald's Corporation

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 24, 2022

Form 10-Q for the Quarter Ended June 30, 2022

Filed August 4, 2022

File No. 001-05231

Dear Division of Corporation Finance:

McDonald's Corporation (the “Company”, “we,” or “our”) is submitting this supplemental letter as a follow up to our phone conversation with the staff of the Securities and Exchange Commission (the “Staff”) held on October 19, 2022. The purpose of that conversation was to discuss the below comment from the Staff's letter, dated September 19, 2022, and the Company’s response letter, dated September 30, 2022 (the “Initial Response”).

For the Staff's convenience, the original comment in its September 19, 2022 letter is repeated herein, and the Company’s supplemental response is set forth immediately below.

Form 10-Q for the Quarter Ended June 30, 2022

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Operating Income & Operating Margin, page 28

2. Please provide for the periods presented here and as applicable in your Form 10-K filings and interim period earnings releases furnished in Form 8-K a reconciliation between "Non-GAAP operating income" and GAAP "operating income." Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

RESPONSE:

In the Initial Response, we advised the Staff that the Company’s Form 10-K for the fiscal year ended December 31, 2021; Form 10-Q for the quarter ended March 31, 2022; and Form 10-Q for the quarter ended June 30, 2022, as well as the associated earnings materials filed on Form 8-K, contained all components that were necessary to reconcile Non-GAAP Operating income to Operating income (and, as a result, Non-GAAP Operating margin to Operating margin).

We appreciate the advice of the Staff that the Company consider organizing all such reconciling components — previously disclosed elsewhere in the applicable filings — in tabular format for enhanced clarity going forward. In response to such advice, we included the reconciliation table set forth below in our Form 8-K filed October 27, 2022 and our Form 10-Q filed November 7, 2022 (collectively, the "Q3 2022 Filings") in order to assist readers in reconciling Non-GAAP Operating income to Operating income and Non-GAAP Operating margin to Operating margin:

 Quarters Ended September 30,   Nine Months Ended September 30,

 2022  2021  Inc/ (Dec)   Inc/ (Dec)
Excluding
Currency
Translation   2022  2021  Inc/ (Dec)  Inc/ (Dec)
Excluding
Currency
Translation

GAAP operating income $ 2,763.9    $ 2,986.5    (7)  %  1   %  $ 6,788.3    $ 7,958.9    (15)  % (9)  %

Russia sale charge —    —          1,280.5    —

Dynamic Yield sale gain —    —          (270.7)   —

Japan stock sale gains —    (106.4)         —    (339.4)

Non-GAAP operating income $ 2,763.9    $ 2,880.1    (4)  %  4   %  $ 7,798.1    $ 7,619.5    2   % 9   %

Non-GAAP operating margin           45.2   % 44.3   %

Additionally, in the Initial Response, we advised the Staff that “we undertake to revise the disclosure under the “Operating Income & Operating Margin” table to summarize the applicable reconciling items previously disclosed elsewhere, should we elect to disclose  [emphasis added] non-GAAP operating income in the future.” In response to the Staff’s query regarding this statement, we further clarify that we intended to indicate that because non-GAAP financial information is not a required disclosure, we will only include the applicable reconciliation table to the extent that we present these non-GAAP financial measures in a future filing (as we did in the Q3 2022 Filings, and which we intend to do in our future filings disclosing full year 2022 results).

***

Based on our conversation held on October 19, 2022, our understanding is that inclusion of the above table would address the Staff’s comment set forth above on a prospective basis. We appreciate your consideration of the supplemental response provided herein and look forward to hearing from you. If you have any additional comments or questions regarding these matters, please do not hesitate to contact Catherine Hoovel at catherine.hoovel@us.mcd.com or me at ian.borden@us.mcd.com.

Very Truly Yours,

/s/ Ian Borden

Ian Borden
Corporate Executive Vice President and
Chief Financial Officer

cc:

Christopher Kempczinski, President, Chief Executive Officer

Desiree Ralls-Morrison, Corporate Executive Vice President, Chief Legal Officer and Secretary

Catherine Hoovel, Corporate Senior Vice President – Corporate Controller

Sean Richards, Ernst & Young LLP

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September 30, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street N.E.

Washington, D.C. 20549

Re:    McDonald's Corporation

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 24, 2022

Form 10-Q for the Quarter Ended June 30, 2022

Filed August 4, 2022

File No. 001-05231

Dear Division of Corporation Finance:

McDonald's Corporation (“McDonald’s”, the “Company”, “we,” or “our”) has received your letter dated September 19, 2022 with respect to the review by the staff (the “Staff”) of the Securities and Exchange Commission of the Company’s Form 10-K for the fiscal year ended December 31, 2021 and Form 10-Q for the quarter ended June 30, 2022.

For your convenience, the comments in your September 19, 2022 letter are repeated herein, and the Company’s response is set forth immediately below each comment.

Form 10-Q for the Quarter Ended June 30, 2022

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Impact of the War in Ukraine, page 16

1.We note company-operated restaurants in Russia appear to be more than 25% of total company-operated restaurants. Please explain to us and disclose as appropriate the expected impact on your cash flows, liquidity, financial position, and results of operations (in particular, revenues) due to your exit from Russia. Refer to Item 303 of Regulation S-K and Release Nos. 33-6835 and 33-8350 for guidance.

RESPONSE:

We respectfully acknowledge the Staff’s comment, and we advise the Staff that the Company's exit from Russia did not have a material impact on reported cash flows, liquidity, financial position and results of operations and will not have a material impact on those metrics in the future. As of December 31, 2021, Company-operated restaurants represented 7% of total restaurants, and restaurants in Russia (most of which were Company-operated) represented only 2% of total restaurants. Additionally, as previously disclosed during the question-and-answer portion of the Company's second quarter 2022 earnings conference call, for the year ended December 31, 2021, Russia represented only 2% of Systemwide sales and 2% of Operating income. Systemwide sales and Operating income are key predictive indicators of our business performance and therefore included in the guidance provided by the Company in its Outlook. Although Russia represented 7% of Revenues as of December 31, 2021, it represented only 2% of Operating income due to the cost structure of Company-operated restaurants.

On February 24, 2022, the Company posted supplemental information to its website titled “Supplemental Information on McDonald’s Russia and Ukraine” disclosing the number of restaurants in Russia and Ukraine as of December 31, 2021, including ownership type, as well as the combined impact of Russia and Ukraine to Systemwide sales, Revenues and Operating income for 2021. As disclosed in the supplemental information, for the year ended December 31, 2021, Russia and Ukraine combined represented only 2% of Systemwide sales, 9% of Revenues and less than 3% of Operating income. As noted above, the Company also shared the impact of Russia in relation to Systemwide sales, Revenues, and Operating income during its second quarter 2022 earnings conference call.

In addition to the supplemental information posted on the Company's website, the Company also filed a Form 8-K on May 16, 2022 announcing the decision to exit the Russian market, where it reaffirmed its 2022 Outlook (previously included on page 25 of the Company's Form 10-Q for the quarter ended March 31, 2022), with the following minimal updates:

•The Company expects operating margin to be in the 40% range as a result of the charge for Russia.  Excluding impairment and other strategic charges, the Company expects adjusted operating margin to be in the mid-40% range (operating margin is defined as operating income as a percent of total revenues).

•Excluding the closure of all restaurants in Russia, the Company expects:

◦net restaurant unit expansion will contribute about 1.5% to 2022 Systemwide sales growth in constant currencies.

◦over 1,300 net restaurant additions in 2022.

•The Company expects 2022 capital expenditures to be approximately $2.1 to $2.3 billion.

This updated 2022 Outlook was also included in the Company's Form 10-Q for the quarter ended June 30, 2022, where guidance related to free cash flows remained unchanged, along with additional guidance provided to assist in forecasting the Company’s future results for 2022.

Given that the exit from Russia was a one-time event and the size of the historical contributions from the market, the Company believes its disclosures satisfy the requirements of Item 303 of Regulation S-K and the Staff’s additional guidance in Release Nos. 33-6835 and 33-8350.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Operating Income & Operating Margin, page 28

2.      Please provide for the periods presented here and as applicable in your form 10-K filings and interim period earnings releases furnished in Form 8-K a reconciliation between "Non-GAAP operating income: and GAAP "operating income." Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

RESPONSE:

We respectfully acknowledge the Staff’s comment, and we advise the Staff that the Company’s Form 10-K for the fiscal year ended December 31, 2021; Form 10-Q for the quarter ended March 31, 2022; and Form 10-Q for the quarter ended June 30, 2022, as well as the associated earnings materials filed on Form 8-K, contain all components that are necessary to reconcile Non-GAAP Operating income to Operating income (and, as a result, Non-GAAP Operating margin to Operating margin). Further, in each filing, the descriptions of all such adjustments are presented in advance of the disclosure of the Non-GAAP financial measures.

Specifically, in the Company’s Form 10-Q for the quarter ended June 30, 2022, prior to disclosing Non-GAAP Operating income and Non-GAAP Operating margin on page 28, all of the gains and charges adjusted in such measures and used to calculate Non-GAAP Net income are included on page 22 under “Net Income and Earnings Per Share-Diluted Reconciliation,” as well as on page 27 under “Other Operating (Income) Expense, net.” By providing these amounts, users are able to reconcile Non-GAAP Operating income to Operating Income.

Further, the definition of Operating margin is included on page 28 of the same filing, which allows users to recalculate Non-GAAP Operating margin and Operating margin using the Non-GAAP Operating income and Operating income figures provided.

We believe that the information provided is sufficient for users to reconcile the Non-GAAP financial measures to their most directly comparable GAAP financial measures. However in order to provide greater clarity, beginning with the Company’s Form 10-Q for the quarter ending September 30, 2022, as well as the associated earnings materials, we undertake to revise the disclosure under the “Operating Income & Operating Margin” table to summarize the applicable reconciling items previously disclosed elsewhere, should we elect to disclose non-GAAP operating income in the future. By way of example, revisions to the existing disclosure on page 28 of the Company’s Form 10-Q for the quarter ended June 30, 2022 are set forth below (with changes emphasized in bold):

Operating Income: Operating income decreased $979.3 million, or 36% (30% in constant currencies), for the quarter and $948.0 million, or 19% (15% in constant currencies) for the six months. Results for the quarter and six months 2022 reflected $1.2 billion and $1.3 billion, respectively, of pre-tax charges related to the sale of the Company's business in Russia. Results for both periods of 2022 also reflected a gain of $271 million related to the Company's sale of its Dynamic Yield business.  Results for the quarter and six months 2021 reflected $98 million and $233 million, respectively, of net gains, primarily related to the sale of McDonald's Japan stock. The items above are excluded from non-GAAP operating income.

***

We appreciate your consideration of the responses provided herein and look forward to hearing from you. If you have any additional comments or questions regarding these matters, please do not hesitate to contact Catherine Hoovel at catherine.hoovel@us.mcd.com or me at ian.borden@us.mcd.com.

Very Truly Yours,

/s/ Ian Borden

Ian Borden
Corporate Executive Vice President and
Chief Financial Officer

cc:

Christopher Kempczinski, President, Chief Executive Officer

Desiree Ralls-Morrison, Corporate Executive Vice President, Chief Legal Officer and Secretary

Catherine Hoovel, Corporate Senior Vice President – Corporate Controller

Sean Richards, Ernst & Young LLP

United States securities and exchange commission logo
September 19, 2022
Catherine Hoovel
Chief Accounting Officer
McDonald’s Corporation
110 North Carpenter Street
Chicago, Illinois, 60607
Re:McDonald’s Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 24, 2022
Form 10-Q for the Quarter Ended June 30, 2022
Filed August 4, 2022
File No. 001-05231
Dear Ms. Hoovel:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarter Ended June 30, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of the War in Ukraine, page 16
1.We note company-operated restaurants in Russia appear to be more than 25% of total
company-operated restaurants.  Please explain to us and disclose as appropriate the
expected impact on your cash flows, liquidity, financial position, and results of operations
(in particular, revenues) due to your exit from Russia.  Refer to Item 303 of Regulation S-
K and Release Nos. 33-6835 and 33-8350 for guidance.
Operating Income & Operating Margin, page 28
2.Please provide for the periods presented here and as applicable in your Form 10-K

 FirstName LastNameCatherine  Hoovel
 Comapany NameMcDonald’s Corporation
 September 19, 2022 Page 2
 FirstName LastName
Catherine  Hoovel
McDonald’s Corporation
September 19, 2022
Page 2
filings and interim period earnings releases furnished in Form 8-K a reconciliation
between "Non-GAAP operating income" and GAAP "operating income."  Refer to Item
10(e)(1)(i)(B) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-
3309 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 21, 2021
Catherine Hoovel
Chief Accounting Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 23, 2021
File No. 001-05231
Dear Ms. Hoovel :
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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June 15, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street N.E.

Washington, D.C. 20549

Re:    McDonald's Corporation

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 23, 2021

File No. 001-05231

Dear Division of Corporation Finance:

McDonald's Corporation (“McDonald’s”, the “Company”, “we,” or “our”) has received your letter dated June 2, 2021 with respect to the review by the staff (the “Staff”) of the Securities and Exchange Commission of the Company’s Form 10-K for the fiscal year ended December 31, 2020.

For the convenience of the Staff, the comment in your June 2, 2021 letter is repeated herein and the Company’s response is set forth immediately below such comment.

Form 10-K for the Fiscal Year Ended December 31, 2020

Management’s Discussion and Analysis

Restaurant Margins, page 15

1.We note your presentation of Restaurant Margins. Please revise to provide a description of how franchised restaurant margins and company-operated margins are derived. Additionally, please explain the limitations on the usefulness of company-operated margins to emphasize that it excludes costs that are necessary to support the operations of your restaurants.

RESPONSE:

The Company acknowledges the Staff’s comment and will provide the following additional information about restaurant margins in future quarterly and annual filings:

Franchised restaurant margins are measured as revenues from franchised restaurants less franchised restaurant occupancy costs.  Franchised revenues include rent and royalties based on a percent of sales, and initial fees.  Franchised restaurant occupancy costs include lease expense and depreciation, as the Company generally owns or secures a long-term lease on the land and building for the restaurant location.

Company-operated restaurant margins are measured as sales from Company-operated restaurants less costs for food & paper, payroll & employee benefits and occupancy & other operating expenses necessary to run an individual restaurant.  Company-operated margins exclude costs that are not allocated to individual restaurants, primarily payroll & employee benefit costs of non-restaurant support staff, which are included in selling, general & administrative expenses.

***

We appreciate your consideration of the response provided herein and look forward to hearing from you. If you have any additional comments or questions regarding these matters, please do not hesitate to contact Catherine Hoovel at catherine.hoovel@us.mcd.com or me at kevin.ozan@us.mcd.com.

Very Truly Yours,

/s/ Kevin Ozan

Kevin Ozan
Corporate Executive Vice President and
Chief Financial Officer

cc:

Christopher Kempczinski, President, Chief Executive Officer and Director

Desiree Ralls-Morrison, General Counsel and Corporate Secretary

Catherine Hoovel, Corporate Vice President - Chief Accounting Officer

Sean Richards, Ernst & Young LLP

United States securities and exchange commission logo
June 2, 2021
Catherine Hoovel
Chief Accounting Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 23, 2021
File No. 001-05231
Dear Ms. Hoovel :
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2020
Management's Discussion and Analysis
Restaurant Margins, page 15
1.We note your presentation of Restaurant Margins.  Please revise to provide a description
of how franchised restaurant margins and company-operated margins are derived.
Additionally, please explain the limitations on the usefulness of company-operated
margins to emphasize that it excludes costs that are necessary to support the operations of
your restaurants.

 FirstName LastNameCatherine  Hoovel
 Comapany NameMcDonald's Corporation
 June 2, 2021 Page 2
 FirstName LastName
Catherine  Hoovel
McDonald's Corporation
June 2, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
July 8, 2020
Catherine Hoovel
Corporate Vice President - Chief Accounting Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-05231
Dear Ms. Hoovel:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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June 29, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street N.E.

Washington, D.C. 20549

Re:

 McDonald's Corporation

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 26, 2020

File No. 001-05231

Dear Division of Corporation Finance:

McDonald's Corporation (“McDonald’s”, the “Company”, “we,” or “our”) has received your letter dated June 9, 2020 with respect to the review by the staff (the “Staff”) of the Securities and Exchange Commission of the Company’s response to the Staff’s letter dated April 27, 2020 regarding the Company’s Form 10-K for the fiscal year ended December 31, 2019.

For the convenience of the Staff, the comment in your June 9, 2020 letter is repeated herein and the Company’s response is set forth immediately below such comment.

Form 10-K for the Fiscal Year Ended December 31, 2019

Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Advertising Costs, page 41

1.

 We note your response to prior comment 3. You state advertising cooperatives that you consolidate are pass through entities that you primarily account for as an agent under ASC 606. Since you control these entities, please explain to us your basis for why you are an agent rather than the principal in these cooperative arrangements pursuant to ASC 606. In your response, tell us whether franchisees contribute to the advertising cooperatives you consolidate and who is responsible for billing and collecting contributions to these cooperatives. Also, please explain to us in further detail your accounting for and financial statement reporting of the receipts and disbursements associated with the advertising cooperatives you are involved with. In so doing, break out your response between those associated with cooperatives you consolidate versus those associated with cooperatives you do not consolidate.

RESPONSE:

Background: Cooperative Arrangements and Unconsolidated Legal Entity Cooperatives

As detailed in our previous response dated May 11, 2020, the Company and its franchisees are members of national and local advertising cooperatives in countries in which we do business around the world. There are two advertising cooperative models across the McDonald’s System, with the majority operated as separate unconsolidated legal entities (variable interest entities as assessed under Accounting Standards Codification (“ASC”) 810 “Consolidation”), and these make up over 80% of total annual Systemwide advertising spend. The remaining less than 20% of total Systemwide advertising spend, which has historically been equivalent to less than 2% of annual consolidated revenues, is primarily facilitated through the Company’s consolidated operating entities and is accounted for under ASC 606 “Revenue Recognition - Revenue from Contracts with Customers”, primarily as an agent. The net amount accounted for as an agent has historically been less than 0.1% of annual consolidated revenues. These amounts are not material to our financial statements and, at the current time, we do not expect these figures to materially change in future periods.

An operating committee is established for each country’s cooperative to represent the Company-operated restaurants and franchisees in cooperative decisions. The annual marketing plans in each country, and any subsequent interim revisions to these plans, are subject to a vote of the respective country’s cooperative operating committee. This annual plan includes the marketing campaigns, and through the approval of the campaign, the approval of the advertising agency and associated expenditures. The cooperative is structured to break even and spend all monies collected. The cooperative operating committee also approves annual restaurant contribution rates and how any surplus or deficit at the end of a year will be used or managed. Any increase in the approved annual cooperative budget must also be approved by a majority vote of the operating committee. The operating committee may, but need not, delegate to a governing committee or a committee chair (if either one exists in that country structure), at its discretion, the authority to modify or commit additional funds within the approved budget or make changes in the plan. However, these delegations are required to be temporary. A governing committee or a committee chair may not exceed budgeted expenditures without the approval of the operating committee. The composition of a governing committee, if one exists, must be structured such that McDonald’s does not represent the majority of committee members. McDonald’s is not permitted to chair a governing committee. The composition of an operating committee is based on franchisee and McDonald’s representation within each country that is in line with the relative percentage of franchised and Company-operated restaurants. This results in McDonald’s vote being less than 50%, and McDonald’s therefore does not have the power to direct the activities and expenditures of a cooperative in any one country. Regardless of whether the cooperative is a separate unconsolidated legal entity or facilitated through the Company’s consolidated operating entities, the operating and governance structure are substantially consistent.

Cooperative Arrangements

For the less than 20% of annual Systemwide advertising spend that occurs through pass through cooperative arrangements, the Company has concluded that the contributions collected from franchisees are revenues from a customer, and therefore refers to ASC 606 for the applicable guidance concerning the accounting treatment and conclusions. The cooperatives that operate within our primary operating entities in a country are established for the purpose of facilitating advertising services for Company-operated and franchised restaurants. The facilitation of advertising services entails McDonald’s collecting contributions based on a percent of sales from Company-operated and franchised restaurants, as well as contracting with third party marketing and advertising agencies on behalf of, and as directed by the marketing plan voted on by the members of the cooperative. Members of the cooperative vote each year on the contribution rate and contributions are restricted to the use of paying for marketing and advertising services. Such services are pursuant to a marketing plan voted on by members of the cooperative annually, with McDonald’s merely serving to facilitate the billing and collection in accordance with the marketing plan.

In the Company’s evaluation of the accounting for the cooperatives (and operating spending) that are facilitated through a consolidated operating entity, the Company evaluated step two of the ASC 606 five step model by identifying the specified goods or services (the performance obligations) to be provided to the customer (our franchisees) in order to evaluate whether the goods or services are separate and apart from the franchise agreement. Under the Company’s franchise agreement, a franchisee is obligated to pay rent for the use of the real estate, a royalty for Brand support, and an initial franchise fee for the right to operate a McDonald’s restaurant. The franchise agreement establishes a commitment by the franchisee to advertise and promote the restaurant to the general public and to spend a specified percentage of the restaurant’s gross sales each year for this purpose. This commitment of the franchisee to spend a percentage of gross sales on advertising does not dictate the amount be spent through the cooperative. Further, the franchise agreement does not include an obligation by McDonald’s to provide marketing or advertising services. Therefore, the collection of the restaurant contributions and disbursements for advertising services (i.e., the facilitation of advertising services) is a separate performance obligation from those in the franchise agreement, and the Company is considered an agent in connection with ASC 606-10-55-36 as its obligation is to arrange for the marketing services as further discussed below.

The advertising services performed by a marketing or advertising agency are also not part of the franchise agreement. These are separate contracts with distinct services offered to the restaurants through the cooperative by third party agencies. Although McDonald’s may be the contracting party with the third party agencies, when the activities are conducted through one of our consolidated operating entities, the agency and campaign is subject to the approval by the cooperative members through the operating and governance model discussed above. The operating and governance model does not allow for McDonald’s to unilaterally approve or make changes to the annual marketing plan and its campaigns therein. McDonald’s, as part of the franchise agreement, has no obligation to make placement of any program in the national or local media (via print, radio, television, outdoor, point of sale, direct mail or the Internet), nor does it make any obligations to facilitate the process for a third party to provide the marketing or advertising activities. Marketing and advertising services are not dependent on, or interrelated with, the continuing rights and services offered through the franchise agreement. In these situations, the Company evaluates whether the nature of its facilitation is a performance obligation to provide the specified goods or services itself (that is, the Company is a principal) or to arrange for those goods or services to be provided by another party (that is, the Company is an agent) (ASC 606-10-55-36). McDonald’s has concluded that it is an agent in that it does not control the advertising or marketing services before they are transferred to the customer, our franchisees.

An entity that is a principal controls any one of the following prior to its transfer to a customer (ASC 606-10-55-37):

a.

 A good or another asset from the other party that it then transfers to the customer.

b.

 A right to a service to be performed by the other party, which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf.

c.

 A good or service from the other party that it then combines with other goods or services in providing the specified good or service to the customer.

Based on the operating and governance model of the cooperative described above, McDonald’s cannot direct the use of the assets (advertising contributions from restaurants) or the spending of the cooperative entity (payments for advertising services), nor can it prevent the franchisees from obtaining the benefits of the advertising services.

The company also considered the following indicators, which denote whether an entity controls the specified good or service before it is transferred to a customer (ASC 606-10-55-39), and has included how each may be applicable to McDonald’s:

a.

 The entity is primarily responsible for fulfilling the promise to provide the specified good or service.

•

 McDonald’s is not primarily responsible for providing advertising or marketing activities to restaurants. A third party advertising or marketing agency selected to execute a marketing campaign is responsible for fulfilling the contract for these services. This third party agency is either approved or vetoed by the operating committee of the cooperative through the cooperative voting on the annual marketing plan and each marketing campaign. Notably, the operating and governance model of the cooperative does not allow for McDonald’s to unilaterally approve or make changes to the annual marketing plan and its campaigns therein.

b.

 The entity has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer.

•

 Inventory risk does not apply in McDonald’s cooperative arrangements as the arrangement is to facilitate the delivery of advertising and marketing services, not a product or good that would be considered subject to inventory risk.

c.

 The entity has discretion in establishing the price for the specified good or service.

•

 Through the voting structure of the cooperative described above, McDonald’s does not have the ability to control the annual contribution rate that restaurants pay to the cooperative each year. McDonald’s also does not have the discretion to set the price that the cooperative pays for the advertising services as that is dictated by the independent agencies providing the services.

Based on the above, the Company has concluded that McDonald’s acts as an agent for the advertising services managed through pass through advertising cooperative arrangements, rather than a principal. As such, we present both the cash receipts from franchised restaurants and cash disbursements to third party marketing and advertising agencies on a net basis within our consolidated financial statements for these pass through advertising cooperative arrangements. In 2019, the gross receipts collected by the cooperative from our franchisees represented less than 2% of total consolidated revenues, and the net amount at year-end was less than 0.1% of total consolidated revenues. The contributions to the pass through cooperative from our Company-operated restaurants are reflected as Company-operated restaurant expenditures as sales are incurred.

Unconsolidated Legal Entity Cooperatives

As detailed in our previous response, dated May 11, 2020, the advertising cooperative entities that are operated as separate legal entities are not consolidated and therefore, have no impact on our consolidated financial statements. The contributions to the unconsolidated cooperatives from franchisees is between the franchisee and the cooperative entity only, and accordingly these contributions are not reflected in McDonald's consolidated financial statements. McDonald’s does not collect or disburse any cash associated with franchisee contributions to these unconsolidated cooperatives and has no decision making authority other than through minority representation on the operating committee reflecting its Company-operated restaurants. The cash disbursements of the unconsolidated cooperatives are expenditures of the cooperatives and are therefore reflected in the financial statements of the cooperatives and not those of McDonald’s Corporation or its subsidiaries. Similar to the pass through arrangements, McDonald’s contributions for Company-operated restaurants to the unconsolidated cooperatives are reflected within Company-operated restaurant expenditures as sales are incurred.

***

We appreciate your consideration of the response provided herein and look forward to hearing from you. If you have any additional comments or questions regarding these matters, please do not hesitate to contact Catherine Hoovel at catherine.hoovel@us.mcd.com or me at kevin.ozan@us.mcd.com.

Very Truly Yours,

/s/ Kevin Ozan

Kevin Ozan

Corporate Executive Vice President and

Chief Financial Officer

cc:

Christopher Kempczinski, President, Chief Executive Officer and Director

Jerome Krulewitch, Corporate Executive Vice President, General Counsel and Secretary

Catherine Hoovel, Corporate Vice President - Chief Accounting Officer

Sean Richards, Ernst & Young LLP

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June 11, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street N.E.

Washington, D.C. 20549

Re:

 McDonald's Corporation

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 26, 2020

File No. 001-05231

REQUEST FOR EXTENSION OF TIME TO RESPOND TO COMMENT LETTER DATED JUNE 9, 2020

Dear Division of Corporate Finance:

We are writing in response to the comment letter from the Securities and Exchange Commission dated June 9, 2020 in which you requested certain additional information regarding our most recent Form 10-K, filed February 26, 2020. As we discussed with Ms. Chaudhry, we would like to request an extension to the filing deadline for our response. Currently, a response was requested within 10 business days, which would make the response due by June 23, 2020. We are requesting that this date be extended to June 30, 2020. If this date is not acceptable to you please let us know, otherwise we will post our response on Edgar by June 30, 2020.

Should you have any further questions, please do not hesitate to contact Catherine Hoovel at catherine.hoovel@us.mcd.com or me at kevin.ozan@us.mcd.com.

Very Truly Yours,

/s/ Kevin Ozan

Kevin Ozan

Corporate Executive Vice President and

Chief Financial Officer

cc:

 Catherine Hoovel, Corporate Vice President - Chief Accounting Officer

United States securities and exchange commission logo
June 9, 2020
Catherine Hoovel
Corporate Vice President - Chief Accounting Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-05231
Dear Ms. Hoovel:
            We have reviewed your May 11, 2020 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 27, 2020 letter.
Form 10-K for the Fiscal Year Ended December 31, 2019
Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Advertising Costs, page 41
1.We note your response to prior comment 3.  You state advertising cooperatives that you
consolidate are pass through entities that you primarily account for as an agent under ASC
606.  Since you control these entities, please explain to us your basis for why you are an
agent rather than the principal in these cooperative arrangements pursuant to ASC 606.  In
your response, tell us whether franchisees contribute to the advertising cooperatives you
consolidate and who is responsible for billing and collecting contributions to these
cooperatives.  Also, please explain to us in further detail your accounting for and financial
statement reporting of the receipts and disbursements associated with the advertising

 FirstName LastNameCatherine Hoovel
 Comapany NameMcDonald's Corporation
 June 9, 2020 Page 2
 FirstName LastName
Catherine Hoovel
McDonald's Corporation
June 9, 2020
Page 2
cooperatives you are involved with.  In so doing, break out your response between those
associated with cooperatives you consolidate versus those associated with cooperatives
you do not consolidate.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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May 11, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street N.E.

Washington, D.C. 20549

Re:

 McDonald's Corporation

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 26, 2019

File No. 001-05231

Dear Division of Corporate Finance:

McDonald's Corporation (“McDonald’s,” the “Company,” “we,” or “our”) has received your letter dated April 27, 2020 with respect to the review by the staff (the “Staff”) of the Securities and Exchange Commission of the Company’s Form 10-K for the fiscal year ended December 31, 2019.

For the convenience of the Staff, the comments in your April 27, 2020 letter are repeated herein and the Company’s responses are set forth immediately below such comments.

Form 10-K for the Fiscal Year Ended December 31, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Income

Operating margin, page 15

1.

 The operating income margin appears to materially differ between your principal U.S. and International Operated Markets segments for each year presented. Please consider discussing the material factors causing the difference so investors may understand the relative contribution of each segment.

RESPONSE:

The primary driver causing operating margin of the U.S. and International Operated Markets (“IOM”) segments to materially differ from one another for each year presented is due to each of the segment’s ownership structure, and primarily its percentage of franchised restaurants. The operating margin percent for a franchised restaurant is higher than that of a Company-owned restaurant due to the fact that franchised margin expenses (primarily comprised of lease expense and depreciation expense) are lower and relatively fixed, whereas Company-operated restaurant expenses are higher and have more variable cost components that fluctuate with sales. As a perspective, prior to COVID-19, the Company generated franchised margin percents between 75% to 85%, while Company-operated margin percents were between 15% to 20%.

As of December 31, 2019, the U.S. segment was 95% franchised and the IOM segment was 84% franchised. These percentages are disclosed within the Segment and Geographic Information footnote on page 45 of the Form 10-K. Within the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of the Form 10-K, the Company discloses Company-operated sales and Franchised revenues generated by each segment separately. The Company also discloses the components of operating income by segment throughout MD&A, which includes franchised margins, Company-operated margins, and selling, general and administrative expenses.

McDonald’s believes that the Form 10-K provides meaningful information for a reader to understand the drivers of operating margin by segment. The Company does not calculate or disclose operating margin by segment, as we do not set targets or provide guidance for this metric by segment. Further, the ownership structure, which is the primary driver of operating margin, is affected by refranchising transactions, and the timing of these transactions within various markets is generally hard to predict, therefore, the Company has provided a long-term outlook for operating margin on a consolidated basis only.

The Company’s management does not make key business decisions based on this particular metric by segment, and therefore we do not plan to provide operating margin by segment in future filings. However, we will provide additional information in the definition of consolidated operating margin to describe the differences in segment contributions. This additional information was provided on page 23 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 7, 2020 and will also be included in future filings [changes to address the comment are emphasized in bold]:

•

 Operating Margin: Operating margin is defined as operating income as a percent of total revenues. The contributions to operating margin differ by segment due to each segment's ownership structure, primarily due to the relative percentage of franchised versus Company-operated restaurants. Additionally, the number of temporary restaurant closures, which vary by segment, as a result of COVID-19, will also impact the contribution of each segment to the consolidated operating margin.

Operating margin was 35.9% and 41.7% for the quarters ended 2020 and 2019, respectively. The decrease in operating margin percent was driven by a decline in sales performance, higher other operating expenses and higher G&A spend.

Contractual Obligations and Commitments, page 19

2.

 It appears from your disclosure certain purchase commitments that are not recognized in the consolidated financial statements and are primarily related to construction, inventory, energy, marketing and other service related arrangements that occur in the normal course of business have been excluded from the table of contractual obligations. You further state such commitments are generally shorter term in nature, will be funded from operating cash flows, and are not significant to your overall financial position. Because the purpose of the table is to improve investors' ability to assess liquidity and capital resource needs, please explain to us the relative materiality of these commitments to your operating cash flows and what period of time is meant by "shorter term in nature."

RESPONSE:

As the purpose of the table is to improve investors’ ability to assess liquidity and capital resource needs, we have focused attention on our operating leases and debt obligations as they represent the most significant contractual obligations of the Company and are most relevant to an investor assessing our liquidity and potential capital resource needs. The Company also provides a narrative, which specifically acknowledges certain liabilities recorded in its financial statements related to supplemental benefit plans and unrecognized tax benefits, that are discussed further within the Benefit Plan and Tax footnotes in our Form 10-K, respectively.  In addition, in an effort to acknowledge certain other non-significant items not included in the table or recorded elsewhere in our financial statements, the Company discusses identified items and their potential source of funding.

On an annual basis, the Company employs a robust process in which we seek out potential purchase commitments or obligations from those individuals within the Company most likely to have knowledge of these types of commitments. These inquiries are designed to capture financial commitments of the Company that exceed $1 million USD. Although the inquiries are designed to capture significant items, many of the responses received are less than the designated $1 million threshold, and even when aggregated, the combined total is less than 5% of our 2019 operating cash flows. Furthermore, many of the identified commitments through this process are not subject to legally binding contracts or permit cancellation with no or minimal costs to the Company. The majority of the identified commitments are for ongoing business operations and range in periods anywhere from less than 12 months to 36 months.

Throughout the MD&A and Outlook sections of our Form 10-K, the Company discusses and provides guidance on key annual operating obligations that impact cash flows and liquidity, such as restaurant margin expenses (a subset of which is our lease obligations), selling, general & administrative expenses, capital expenditures and interest expense. The Company believes that focusing attention on the operating lease and debt obligations within the table, and then acknowledging the less significant items in the subsequent narrative and other areas of the filing, provides investors with a clear understanding of the Company’s liquidity and capital resource needs. In an effort to provide even more clarity to our investors, beginning with the Form 10-K for the fiscal year ending December 31, 2020, we will change our disclosure to address the comment to read as follows:

On a recurring basis, the Company contracts with vendors and suppliers in the normal course of business. These contracts may include items related to construction projects, inventory, energy, marketing, technology and other services. Generally, these items are shorter term in nature and have no minimum payment requirements. They are funded from operating cash flows and reflected in other areas of the Form 10-K (e.g., franchised margins, Company-operated margins and selling, general and administrative expenses that are reflected in the Consolidated Statement of Income and capital expenditures that are reflected on the Consolidated Statement of Cash Flows).

Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Advertising Costs, page 41

3.

 You disclose advertising costs of company operated restaurants and franchisees consist of contributions to advertising cooperatives. You further disclose the costs incurred by these advertising cooperatives are approved and managed jointly by vote of both company operated restaurants and franchisees. Please tell us in detail how these advertising cooperatives operate, the significant terms of these arrangements for both company operated restaurants and franchisees and your accounting for the cooperatives, particularly in regard to the costs incurred by and contributions to them. Additionally, explain to us the basis for your conclusion that consolidation of these cooperatives is not appropriate.

RESPONSE:

The Company and its franchisees are members of national and local advertising cooperatives in countries in which it does business around the world. The cooperatives are operated for the collective benefit of its members to secure and pay for advertising costs. Advertising cooperatives receive contributions from both franchisees and Company-operated restaurants based on a percentage of their respective sales. The proportion of contributions from Company-operated restaurants is commensurate with the percentage of Company-operated sales in each country, and are reflected within Company-operated expenses, as sales are incurred. The contributions from Company-operated restaurants are disclosed annually in the Advertising Costs footnote in our Form 10-K. Globally, McDonald’s is 93% franchised and sales from Company-operated restaurants represented approximately 10% of total Systemwide sales for 2019. The cooperatives are not designed to make a profit. Their activities are strictly limited to promoting products offered for sale in restaurants using advertising support.

There are two advertising cooperative models across the McDonald’s System, with the majority operated as independent legal entities (variable interest entities as assessed under Accounting Standards Codification ("ASC") 810 "Consolidation") that make up over 80% of total annual Systemwide advertising spend. The remaining less than 20% are operated as consolidated pass through entities and are accounted for under ASC 606 “Revenue Recognition - Revenue from Contracts with Customers”, primarily as an agent.

The advertising cooperatives were created in order to have a formalized manner in which to conduct advertising for McDonald’s brand on behalf of the McDonald’s system. McDonald’s does not have any equity ownership interests in these cooperatives. The purpose of the cooperatives is to promote products and services offered for sale by the members of the cooperative through the purchase of national or local advertising (through all media channels) and marketing support. All franchise members and McDonald’s (for Company-owned restaurants) contribute a consistent percentage of sales to these entities, which generate market wide advertising for the McDonald’s System.

An operating committee is established for each country’s cooperative to represent the Company-owned restaurants and franchisees in cooperative decisions. The annual marketing plan in each country and any subsequent interim revisions are subject to a vote of the respective country’s cooperative operating committee, and includes all marketing campaigns and expenditures therein, along with approvals of annual restaurant contribution rates. Any increase in the approved annual cooperative budget must also be approved by a majority vote of the operating committee. The operating committee may, but need not, delegate to a governing committee and/or a governing committee chair (if either one exists in that country structure), at its discretion, the authority to modify or commit additional funds within the approved budget or make changes in the plan. However, these delegations are required to be temporary. A governing committee or a governing committee chair may not exceed budgeted expenditures without the approval of the operating committee. The composition of a governing committee, if one exists, must be structured such that McDonald’s does not represent the majority of committee members. McDonald’s is not permitted to chair a governing committee. The composition of an operating committee is based on franchisee and McDonald’s representation within each market that is in line with the relative percentage of franchised and Company-owned restaurants. This results in McDonald’s vote being significantly less than 50%, and McDonald’s therefore does not have the power to direct the activities and expenditures of a cooperative in any one country.

McDonald’s has concluded that in countries where the structure of the cooperative is through an independent legal entity, these advertising cooperatives are variable interest entities in accordance with ASC 810. However, McDonald’s is not the primary beneficiary of these entities as evaluated under ASC 810-10-25-38. McDonald’s does not have the power, through voting or similar rights, to direct the activities of the cooperatives that most significantly impact their economic performance, such as the establishment of the annual restaurant contribution rates and how those contributions are ultimately spent on advertising activities. The Company’s voting is largely consistent with the Company-operated restaurant percentage in each market. As such, the Company has significantly less than half of the voting power in each country, and therefore cannot make any controlling decisions, nor does McDonald’s have any participating rights (i.e., tiebreaker or veto rights). The power of the cooperative is equally distributed across all restaurants, as no one restaurant benefits more than any other.

McDonald’s has concluded that consolidation of these advertising cooperatives is not appropriate. Therefore, as mentioned above, we reflect advertising expenses for Company-operated restaurants at the time the obligation to the cooperative is due, which is as sales are incurred. As the advertising cooperatives generally operate on a zero based budget (i.e., all funds that are received are spent in a given year), any assets or liabilities that remain with the cooperative at the end of any year are immaterial, and therefore no disclosure of these assets or liabilities is necessary.

In addition, McDonald’s may contract for production costs for radio and television advertising outside of the cooperative structure and/or in addition to advertising services managed by the cooperatives, as needed. These production costs as well as marketing-related expenses are included in Selling, general & administrative expenses.

In order to provide an investor with greater clarity into our accounting for advertising cooperatives, beginning with the Form 10-K for the fiscal year ending December 31, 2020, that we will enhance our disclosure to read as follows [changes to address the comment are emphasized in bold]:

Adverti

United States securities and exchange commission logo
April 27, 2020
Catherine Hoovel
Corporate Vice President - Chief Accounting Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-05231
Dear Ms. Hoovel:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Mangements Discussion and Analysis of Financial Condition and Results of Operations
Operating Income
Operating margin, page 15
1.The operating income margin appears to materially differ between your principal U.S. and
International Operated Markets segments for each year presented.  Please consider
discussing the material factors causing the difference so investors may understand the
relative contribution of each segment.
Contractual Obligations and Commitments , page 19
2.It appears from your disclosure certain purchase commitments that are not recognized in
the consolidated financial statements and are primarily related to construction, inventory,
energy, marketing and other service related arrangements that occur in the normal course
of business have been excluded from the table of contractual obligations.  You further

 FirstName LastNameCatherine Hoovel
 Comapany NameMcDonald's Corporation
 April 27, 2020 Page 2
 FirstName LastNameCatherine Hoovel
McDonald's Corporation
April 27, 2020
Page 2
state such commitments are generally shorter term in nature, will be funded from
operating cash flows, and are not significant to your overall financial position.  Because
the purpose of the table is to improve investors' ability to assess liquidity and capital
resource needs, please explain to us the relative materiality of these commitments to your
operating cash flows and what period of time is meant by "shorter term in nature."
Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Advertising Costs, page 41
3.You disclose advertising costs of company operated restaurants and franchisees consist of
contributions to advertising cooperatives.  You further disclose the costs incurred by these
advertising cooperatives are approved and managed jointly by vote of both company
operated restaurants and franchisees.  Please tell us in detail how these advertising
cooperatives operate, the significant terms of these arrangements for both company
operated restaurants and franchisees and your accounting for the cooperatives, particularly
in regard to the costs incurred by and contributions to them.  Additionally, explain to us
the basis for your conclusion that consolidation of these cooperatives is not appropriate.
Controls and Procedures
Disclosure Controls, page 59
4.Your conclusion regarding the effectiveness of disclosures controls and procedures
specifically addressed only a portion of the definition of disclosure controls and
procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).  The portion of the
definition not addressed is in regard to disclosure controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted under the Act
is accumulated and communicated to management as appropriate to allow timely
decisions regarding required disclosure.  Although there is no requirement to disclose the
full definition, specific reference to only a portion of the definition gives the appearance
of limiting management´s conclusion solely to the portion referred to.  Please represent to
us and revise future filings to state management´s conclusion in regard to the company's
disclosure controls and procedures as fully defined in Exchange Act rules 13a-15(e) and
15d-15(e).

 FirstName LastNameCatherine Hoovel
 Comapany NameMcDonald's Corporation
 April 27, 2020 Page 3
 FirstName LastName
Catherine Hoovel
McDonald's Corporation
April 27, 2020
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        May 6, 2013

Via E-mail
Peter J. Bensen
Chief Financial Officer
McDonald’s Corporation
One McDonald’s Plaza
Oak Brook, Illinois 60523

 RE: McDonald’s Corporation
  Form 10 -K for the year ended December 31, 2012
  Filed February 25, 2013
  File No. 001 -05231

Dear Mr. Bensen :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

		filename1

 McDonald's Corporation

2915 Jorie Boulevard

Oak Brook, IL 60523-1900

May 2, 2013

Ms. Linda Cvrkel

Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

RE:

 McDonald's Corporation

Form 10-K for the year ended December 31, 2012

Filed February 25, 2013

File No. 001-05231

Dear Ms. Cvrkel:

In reply to your letter dated April 25, 2013, we have the following response to your comment.

Form 10-K

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 10

Consolidated Operating Results, page 14

Restaurant Margins, page 16

Franchise Margins, page 16

1.

 Comment

We note the disclosure in the first paragraph on page 17 indicating that the franchised margin in APMEA decreased in 2012 primarily due to Australia which was partly impacted by the 2012 change in classification of certain amounts from revenues to restaurant occupancy expenses. Please tell us the nature and amounts of the items that were reclassified from revenues to occupancy expenses during 2012 and explain why you believe this reclassification was appropriate. Also, please tell us whether you similarly reclassified such amounts for all periods presented in your financial statements. If not, please explain why.

Response

The amount reclassified from revenues to restaurant occupancy expenses represented the amortization expense of intangible assets specifically isolated to certain franchised restaurants in Australia.  Consistent with other franchised restaurant costs, such as depreciation and rent expense, we believe the amortization expense related to these intangible assets should have been recorded as a franchised expense and not as a reduction to revenues.  The amortization was less than $5 million in each of the three years ending

December 31, 2012 and, therefore, had a 30-40 basis point impact on the APMEA franchised margin percent, but no impact on APMEA franchised margin dollars.  The amortization represented less than 0.5% of APMEA franchised revenues.  We did not reclassify the amortization for the prior periods presented, as we concluded the effect of the misclassification on prior periods was insignificant.

In connection with this response, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that our response adequately addresses your comment.  If you have any questions on this letter or need further assistance, please call Kevin Ozan, Corporate Senior Vice President – Controller, at (630) 623-4224 or me at (630) 623-3506.

Sincerely,

/s/ Peter J. Bensen

Peter J. Bensen

Corporate Executive Vice President and

Chief Financial Officer

cc: U.S. Securities and Exchange Commission

Heather Clark

McDonald's Corporation

Donald Thompson, President and Chief Executive Officer

Kevin Ozan, Corporate Senior Vice President – Controller

Gloria Santona, Corporate Executive Vice President, General Counsel and Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        April 2 5, 2013

Via E-mail
Peter J. Bensen
Chief Financial Officer
McDonald’s Corporation
One McDonald’s Plaza
Oak Brook, Illinois 60523

 RE: McDonald’s Corporation
  Form 10-K for the year ended December 31, 2012
  Filed February 25, 2013
  File No. 001 -05231

Dear Mr. Bensen :

We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by confirming that you will r evise
your document in future filings and by prov iding any requested information .  If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

Form 10 -K

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
10
Consolidated Operating Results, page 14
Restaurant Margins, page 16
Franchise Margins, page 16

1. We note the disclosure in the first paragraph on page 17 indicating that the franchised
margin in A PMEA decreased in 2012 primarily due to Australia which was partly
impacted by the 2012 change in classification of certain amounts from revenues to

Peter J. Bensen
McDonald’s Corporation
April 2 5, 2013
Page 2

 restaurant  occupancy expenses.  Please tell us the nature and amounts of the items that
were reclassified from revenues to occupancy expenses during 2012 and explain why you
believe this reclassification was appropriate.  Also, please tell us whether you similarly
reclassified such amounts for all periods presented in your financial statements.  If not,
please explain why.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy o f the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission o r any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3813
with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          August 4, 2011   Via Email

 Mr. Peter J. Bensen, Ch ief Financial Officer
McDonald’s Corporation McDonald’s Plaza Oak Brook, Illinois 60523
 RE: McDonald’s Corporation
  Form 10-K for the year  ended December 31, 2010
  Filed February 25, 2011   Definitive Proxy Statement on Form DEF 14A   Filed April 8, 2011   File No. 001-05231

Dear Mr. Bensen:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

CORRESP
1
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    commentletterresponse.htm

McDonald's Corporation

2915 Jorie Boulevard

Oak Brook, IL  60523-1900

July 13, 2011

Ms. Linda Cvrkel

Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

RE: McDonald’s Corporation

        Form 10-K for the year ended December 31, 2010

        Filed February 25, 2011

        Definitive Proxy Statement on Form DEF 14A

        Filed April 8, 2011

        File No. 001-05231

Dear Ms. Cvrkel:

In reply to your letter dated June 29, 2011, we have the following responses to your comments.

Annual Report on Form 10-K for the year ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 10

1.

Comment

We note the presentation of multiple ratios in MD&A (return on average assets, return on average common equity, etc.) In future filings, please revise your Annual Report on Form 10-K to include the calculation of all ratios in Exhibit 12. Refer to the guidance outlined in Item 601(b)(12) of Regulation S-K.

Response

We will revise future Form 10-K filings to include the calculation of all ratios in Exhibit 12, in accordance with the guidance outlined in Item 601(b)(12) of Regulation S-K.

Financial Statements, page 27

Notes to Consolidated Financial Statements, page 32

Summary of Significant Accounting Policies, page 32

Income Taxes, page 39

2.

Comment

We note from page 40 that the IRS has proposed adjustments relating to foreign tax credits of $400 million and the company intends to pursue all available remedies. Please tell us and revise future filings to disclose whether any amounts related to this matter have been recognized within your financial statements during fiscal 2010 or if adjustments were made during the current year to amounts previously recognized from prior periods. Your response should explain why you believe the amount recognized is appropriate and adequate. If no amounts have been recognized within your financial statements, please explain why. We may have further comment upon receipt of your response.

Response

The Company’s 2010 financial statements include liabilities for unrecognized tax benefits related to this matter. These liabilities were calculated in accordance with ASC 740, Income Taxes, and were primarily recorded in 2007 and 2008, the periods in which the uncertain tax benefits arose. We believe that the liabilities recorded with respect to this matter are appropriate and adequate. As stated on page 36 of our Form 10-K under the Income Tax Uncertainties section, the Company records tax liabilities when, in management’s judgment, a tax position does not meet the more likely than not threshold for recognition. For tax positions that meet the more likely than not threshold, a tax liability may be recorded depending on management’s assessment of how the tax position will ultimately be settled.

The Company has concluded that the related tax positions meet the more likely than not threshold because we believe that the positions are supported by applicable income tax laws, Treasury regulations and relevant case law. In measuring the amount of tax benefit to record, the Company considered the amount that it would ultimately accept in a settlement with the IRS, recognizing that taxpayers and the IRS often negotiate a settlement to avoid the costs and hazards of litigation. The Company has consistently applied this approach to our evaluation of these tax positions. We will disclose in future filings that we believe our liabilities related to this matter are appropriate and adequate and have been determined in accordance with ASC 740.

In 2010, an insignificant adjustment was made to amounts previously recognized (less than $2 million). We will disclose in future filings any adjustments recorded to amounts recognized in prior periods related to this matter, if significant.

Exhibits 31.1 and 31.2

3.

Comment

We note the identification of the certifying individual at the beginning of each certification required by Exchange Act Rule 13a-14(a) also includes the title of each certifying individual. Please confirm that in future filings you will revise the

certifications to remove the individuals’ titles.

Response

We will revise the certifications in future filings to remove the individuals’ titles at the beginning of each certification required by Exchange Act Rule 13a-14(a).

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 23

The Process For Setting Compensation; The Role of Compensation Consultants, page 28

4.   Comment

We note your disclosure in the second paragraph of this section that your compensation consultant Frederic W. Cook & Co., Inc. provided certain services to the company and management. In your future filings, please disclose the fees paid to the compensation consultant or advise. Additionally, disclose whether the decision to engage the compensation consultant for these other services was made, or recommended, by management, and whether the compensation committee or the board approved such other services. Please refer to Item 407(e)(3)(iii) of Regulation S-K.

Response

The second paragraph of the referenced section inadvertently implies that Frederick W. Cook & Co., Inc. provided services to the Company and management in 2010.  In fact, in 2010, the Cook firm’s services were rendered exclusively to the Compensation Committee under its engagement by the Committee and to the Board of Directors with respect to the two matters identified in our definitive proxy statement, namely compiling and summarizing the results of Board and Director evaluations and advice on Director fees.  The services performed for the Board were at its request, and fees payable to the Cook firm for those services were less than $120,000.  No services were provided to management in 2010. We will clarify our disclosure in future filings.

5.   Comment

We note your disclosure that “management also considers survey data and similar information about compensation programs that it obtains from various sources, including Hewitt Associates LLC . . . and Towers Watson & Co.” Please advise us whether benchmarking to a group of comparable companies is material to your compensation policies and decisions. If so, please confirm to us that in future filings you will list the companies to which you benchmark and disclose the degree to which the compensation committee considered such companies comparable to you.

Response

We confirm that the survey data and similar information referred to in the quoted language in your comment is not material to the Company’s compensation policies and decisions, but is used solely to provide additional context for the Compensation Committee’s deliberations and to obtain a general understanding of compensation practices.  We will clarify our disclosure in future filings.  The Company does benchmark against a peer group of companies in a manner that is material to our compensation policies and decisions, as and to the extent discussed in our Compensation Discussion and Analysis, including under the heading “Companies in Our Peer Group in 2010.”

The Committee’s Consideration of Tally Sheets and Retirement Savings, page 28

6.  Comment

We note your disclosure that your Compensation Committee reviews tally sheets for executive compensation. Please confirm that in future filings you will revise your disclosure to explain what information was included in the tally sheets and discuss how it impacted the Compensation Committee’s decision on compensation awards.

Response

We will clarify in future filings what information is included in the tally sheets reviewed by the Compensation Committee, and to the extent material, we will discuss how that information affected the Committee’s decisions on compensation.

Compensation Tables, page 30

Summary Compensation Table, page 30

7.  Comment

With respect to the stock awards and options awards, in future filings please confirm that you will revise to disclose in a footnote all assumptions made in the valuation by reference to a discussion of the assumptions in your financial statements, footnotes to the financial statements, or discussion in the Management’s Discussion and Analysis section. Refer to Instruction 1 to Item 402(c)(2)(v) and (vi) of Regulation S-K.

Response

We confirm that we will include in the footnotes to our Summary Compensation Table in future filings a specific reference to the note to our consolidated financial statements that discusses the assumptions made in the valuation of our equity-based compensation.

In connection with this response, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that our responses adequately address your comments.  If you have any questions on this letter or need further assistance, please call Kevin Ozan, Corporate Senior Vice President – Controller, at (630) 623-4224 or me at (630) 623-3506.

Sincerely,

/s/ Peter J. Bensen

Peter J. Bensen

Corporate Executive Vice President

Chief Financial Officer

cc:  U.S. Securities and Exchange Commission

Heather Clark

Jean Yu

Tonya Bryan

      McDonald’s Corporation

Jim Skinner, Vice Chairman and Chief Executive Officer

Kevin Ozan, Corporate Senior Vice President – Controller

Gloria Santona, Corporate Executive Vice President, General Counsel and Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          June 29, 2011   Via Email

 Mr. Peter J. Bensen, Ch ief Financial Officer
McDonald’s Corporation McDonald’s Plaza Oak Brook, Illinois 60523
 RE: McDonald’s Corporation
  Form 10-K for the year  ended December 31, 2010
  Filed February 25, 2011   Definitive Proxy Statement on Form DEF 14A   Filed April 8, 2011   File No. 001-05231

Dear Mr. Bensen:

We have reviewed your filings and have the fo llowing comments.  Unless otherwise indicated,
we think you should revise your document in future  filings in response to these comments.  If
you disagree, we will consider your explanation as  to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this inform ation, we may raise additional comments.

Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to en hance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our re view.  Feel free to cal l us at the telephone
numbers listed at the end of this letter.  Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Mr. Peter J. Bensen, CFO
McDonald’s Corporation June 29, 2011 Page 2
 Annual Report on Form 10-K for the year ended December 31, 2010

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
10
1. We note the presentation of multiple ratios in MD&A (return on average assets, return on
average common equity, etc.)  In future filings, please revise your Annual Report on
Form 10-K to include the calcula tion of all ratios in Exhibi t 12.  Refer to the guidance
outlined in Item 601(b)(12) of Regulation S-K.

Financial Statements, page 27
Notes to Consolidated Financial Statements, page 32
Summary of Significant Acc ounting Policies, page 32
Income Taxes, page 39

2. We note from page 40 that the IRS has pr oposed adjustments relating to foreign tax
credits of $400 million and the company intends to pursue all available remedies.  Please
tell us and revise future f ilings to disclose whether any amounts related to this matter
have been recognized within your financia l statements during fiscal 2010 or if
adjustments were made during the current ye ar to amounts previously recognized from
prior periods.  Your resp onse should explain why you belie ve the amount recognized is
appropriate and adequate.  If no amounts ha ve been recognized within your financial
statements, please explain why.  We may have further comment upon receipt of your
response.
 Exhibits 31.1 and 31.2

3. We note the identification of the certif ying individual at the beginning of each
certification required by Exchange Act Rule 13a-14(a) also includes the title of each
certifying individual.  Please confirm that in future filings you will revise the certifications to remove the individuals’ titles.
  Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 23
The Process For Setting Compensation; The Ro le of Compensation Consultants, page 28

4. We note your disclosure in the second paragr aph of this section that your compensation
consultant Frederic W. Cook & Co., Inc. pr ovided certain services to the company and
management.  In your future filings, please disclose the fees paid to the compensation consultant or advise.  Additionally, disclose whether the decision to engage the compensation consultant for these other services was made, or recommended, by

Mr. Peter J. Bensen, CFO
McDonald’s Corporation June 29, 2011 Page 3
 management, and whether the compensation co mmittee or the board approved such other
services.  Please refer to Item 407(e)(3)(iii) of Regulation S-K.

5. We note your disclosure that “management also considers survey data and similar
information about compensation programs that it obtains from vari ous sources, including
Hewitt Associates LLC . . . and Towers Watson & Co.”  Please advise us whether benchmarking to a group of comparable co mpanies is material to your compensation
policies and decisions.  If so, please confirm to us that in future filings you will list the
companies to which you benchmark and disclo se the degree to which the compensation
committee considered such companies comparable to you.

The Committee’s Consideration of Tally Sheets and Retirement Savings, page 28

6. We note your disclosure that your Compen sation Committee reviews tally sheets for
executive compensation.  Please confirm that  in future filings you will revise your
disclosure to explain what information was in cluded in the tally sheets and discuss how it
impacted the Compensation Committee’s decision on compensation awards.
 Compensation Tables, page 30

Summary Compensation Table, page 30

7. With respect to the stock awards and options aw ards, in future filings please confirm that
you will revise to disclose in a footnote all assumptions made in the valuation by
reference to a discussion of the assumptions in  your financial statem ents, footnotes to the
financial statements, or discussion in the Ma nagement’s Discussion and Analysis section.
Refer to Instruction 1 to Item 402(c) (2)(v) and (vi) of Regulation S-K.
  We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the f iling includes all information requi red under the Secu rities Exchange
Act of 1934 and that they have provided all in formation investors require for an informed
investment decision.  Since the company and it s management are in possession of all facts
relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.    In connection with responding to  our comments, please provide, in writing, a statement from the
company acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the

Mr. Peter J. Bensen, CFO
McDonald’s Corporation June 29, 2011 Page 4
 Commission or any person under the federal securities laws of  the United States.
 In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporat ion Finance in our review  of your filing or in
response to our comments on your filing.
You may contact Heather Clar k at 202-551-3624 or Jean Yu  at 202-551-3305 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Tonya Bryan at 202-551-3601 with  any other questions.

Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

Mail Stop 3561

May 2, 2007

Via U.S. Mail

Mr. Matthew H. Paull
Chief Financial Officer
McDonald’s Corporation
McDonald’s Plaza
Oak Brook, Illinois 60523

 RE: McDonald’s Corporation
  Form 10-K for the year ended December 31, 2006
  Filed February 26, 2007
  File No. 001-05231

Dear Mr. Paull:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

      Correspondence April 27 2007

              McDonald's
                Corporation

              2915
                Jorie Boulevard

              Oak
                Brook, IL  60523-1900

      April
        27,
        2007

      Ms.
        Linda
        Cvrkel

      Branch
        Chief

      Division
        of Corporation Finance

      U.S.
        Securities and Exchange Commission

      Washington,
        D.C. 20549

              RE:
              McDonald's
                Corporation

              Form
                10-K for the Fiscal Year Ended December 31,
                2006

              File
                No. 1-05231

      Dear
        Ms.
        Cvrkel:

      In
        reply
        to your further comments set out in your letter dated April 18, 2007, we
        have
        the following response.

      Notes
        to Consolidated Financial Statements, page 34

      Discontinued
        Operations, page 38

      1. Comment

      We
        note your response to our prior comment number 3 but do not concur with your
        conclusion that your disclosures pursuant to paragraph 47 of SFAS No.144
        were
        adequate given the overall materiality of the gain recognized on the disposition
        of Chipotle in your financial statements. Accordingly, please revise the
        notes
        to your financial statements in future filings to include the following
        disclosures:

              ·

                Please
                  disclose the facts and circumstances leading to the disposal of
                  Chipotle
                  as required by paragraph 47a of SFAS No.144. We do not believe
                  providing
                  these disclosures in MD&A or in previous SEC filings satisfies the
                  financial statement disclosure requirements outlined in SFAS
                  No.144.

              ·

                Please
                  disclose the revenue and pre-tax profit and loss of Chipotle reflected
                  in
                  discontinued operations for all periods presented. Although these
                  disclosures may not be material to your consolidated revenues and
                  consolidated pre-tax profit they presumably would be material to
                  the
                  segment results of the segment in which Chipotle was previously
                  included.

                Mr.
                  Matthew H. Paull

                McDonald's
                  Corporation

                April
                  27, 2007

                 2

              ·

                Please
                  explain in your future segment disclosures where Chipotle was previously
                  classified in your segment disclosures. Although you disclose in
                  a
                  footnote the assets of your discontinued operation, it is not apparent
                  from the disclosures provided in your “Segment and Geographic Information”
                  footnote where the Chipotle operations were previously classified.
                  Please
                  clarify this in your future segment
                  disclosures.

      Response

      As
        requested by the staff, we will revise the notes to the financial statements
        in
        future filings, starting with our Form 10-Q for the quarter ended March 31,
        2007, to include the facts and circumstances leading to disposal of Chipotle,
        the revenue and pre-tax profit of Chipotle and to identify the segment where
        Chipotle’s results were previously classified.

      If
        you
        have any questions on this letter or need further assistance, please call
        Pete
        Bensen, Corporate Senior Vice President - Controller, at (630) 623-3506 or
        me at
        (630) 623-7001.

      Sincerely,

      /S/
        Matthew H. Paull

      Matthew
        H. Paull

      Corporate
        Senior Executive Vice President and Chief Financial Officer

      cc:
        U.S.
        Securities and Exchange Commission

        Heather Clark

            McDonald’s
        Corporation

      Jim
        Skinner, Chief Executive Officer

      Pete
        Bensen, Corporate Senior

      Vice
        President - Controller

Mail Stop 3561

April 18, 2007

Via U.S. Mail

Mr. Matthew H. Paull
Chief Financial Officer
McDonald’s Corporation
McDonald’s Plaza
Oak Brook, Illinois 60523

 RE: McDonald’s Corporation
  Form 10-K for the year ended December 31, 2006
  Filed February 26, 2007
  File No. 001-05231

Dear Mr. Paull:

We have reviewed your response letter dated April 12, 2007, and have the following
comment.  Unless otherwise indicated, we think you should revise your document in
future filings in response to this comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In of our comment, we may ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comment will be complied with, or, if the comment
is deemed inappropriate, advise the sta ff of your reason.  Your response should be
submitted in electronic form, under the label “co rresp” with a copy to the staff.  Please
respond within ten (10) business days.

Mr. Matthew H. Paull
McDonald’s Corporation
April 18, 2007 Page 2
Annual Report on Form 10-K for the year ended December 31, 2006

Notes to Consolidated Financial Statements, page 34
Discontinued Operations, page 38

1. We note your response to our prior comme nt number 3 but do not concur with
your conclusion that your disclosures pursuant to paragraph 47 of SFAS No.144
were adequate given the overall materiality of the gain recognized on the disposition of Chipotle in your financial statements.  Accordingly, please revise the notes to your financial statements in  future filings to include the following
disclosures:

• Please disclose the facts and circumst ances leading to the disposal of
Chipotle as required by paragraph 47a of SFAS No. 144.  We do not
believe providing these disclosures in  MD&A or in previous SEC filings
satisfies the financial statement disclosure requirements outlined in SFAS No. 144.

• Please disclose the revenue and pr e-tax profit and loss of Chipotle
reflected in discontinued operations for all periods presented.  Although
these disclosures may not be material to your consolidated revenues and consolidated pre-tax profit they pres umably would be material to the
segment results of the segment in which Chipotle was previously included.

• Please explain in your future segment disclosures where Chipotle was
previously classified in your segm ent disclosures.  Although you disclose
in a footnote the assets of your discontinued operation, it is not apparent
from the disclosures provided in your “Segment and Geographic Information” footnote where the Chi potle operations were previously
classified.  Please clarify this in your future segment disclosures.

You may contact Heather Clar k at (202) 551-3624 or me at (202) 551-3813 if you have
questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

      Correspondence April 12 2007

              McDonald's
                Corporation

              2915
                Jorie Boulevard

              Oak
                Brook,
                IL  60523-1900

    April
      12,
      2007

    Ms.
      Linda
      Cvrkel

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    Washington,
      D.C. 20549

    RE:
 McDonald’s
      Corporation

      Form 10-K for the Year Ended December 31, 2006

      File No. 1-05231

Dear
      Ms.
      Cvrkel:

    In
      reply
      to your letter dated March 21, 2007, we have the following responses to your
      comments. We appreciate the staff’s willingness to discuss the comments with us
      and to provide us with the staff’s perspective on these matters.

    Annual
      Report on Form 10-K for the year ended December 31,
      2006

    Consolidated
      Statement of Cash Flows, page 32

    1. Comment

    In
      future filings, please revise to include the effect of exchange rate changes
      as
      a separate part of the reconciliation of the change in cash and cash
      equivalents. Refer to SFAS 95, paragraph 25.

    Response

    As
      requested by the staff, we will revise future filings, starting with our Form
      10-Q for the quarter ended March 31, 2007, to include the effect of exchange
      rate changes as a separate part of the reconciliation of the change in cash
      and
      cash equivalents.

    Notes
      to Consolidated Financial Statements, page 34

    Discontinued
      Operations, page 38

    2. Comment

    We
      note the disclosure indicating that the company completely separated from
      Chipotle through a non-cash tax-free exchange of its 16.5 million shares of
      Chipotle class B common stock in exchange for 18.6 million shares of its common
      stock and recognized a tax-free gain of $479.6 million. Please tell us and
      revise future filings to explain in further detail how you calculated or
      determined the amount of the gain recognized in connection with this
      transaction. As part of your response, please tell us the carrying value of
      your
      investment in Chipotle at the time this

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page
                2

    transaction
      occurred and tell us how you valued the 18.6 million shares of common stock
      received in connection with this transaction. We may have further comment upon
      receipt of your response.

    Response

    In
      calculating the gain on the Chipotle transaction, we considered the guidance
      included in EITF 01-2, Interpretations
      of APB 29, Accounting for Non-Monetary Transactions,
      which
      indicates that non-pro rata split-off transactions should be accounted for
      at
      fair value. The 18.6 million shares of McDonald’s common stock exchanged for
      Chipotle class B common stock were valued at $39.91845 per share, or $743.6
      million in total. This final per-share value was calculated by reference to
      the
      average of the “daily volume-weighted average price” of McDonald’s common stock
      on the New York Stock Exchange on the last two trading days of the exchange
      offer period (October 4 and 5, 2006). This was the basis on which the exchange
      was effected as described in Chipotle’s registration statement on Form S-4 (File
      No. 333-137177) and McDonald’s Schedule TO (File No. 005-12299) relating to the
      exchange offer. McDonald’s carrying value of Chipotle was $250.1 million. The
      tax-free gain of $479.6 million also reflected approximately $14 million of
      fees
      and other costs incurred in conjunction with the exchange.

    We
      will
      revise future filings to include the detail of how the gain was
      calculated.

            3.

              Comment

    Also,
      please revise the notes to your financial statements in future filings to
      include all of the disclosures required by paragraph 47 of SFAS No.144, as
      applicable, with respect to the Chipotle business that has been disposed
      of.

    Response

    We
      believe that we have complied with paragraph 47 of SFAS No.144 with respect
      to
      the disposal of the Chipotle business and, accordingly, we respectfully submit
      that no further disclosure is required. In particular, we note the following
      with respect to the disclosure about the disposal that appears in the 2006
      Form
      10-K:

    Paragraph
      47(a) - We disclosed the manner and timing of the disposal in the Discontinued
      Operations
      footnote
      to the Consolidated financial statements and disclosed the total assets and
      liabilities relating to discontinued operations on the face of the Consolidated
      balance sheet. (Note that separate disclosure of the major classes of assets
      and
      liabilities was not considered material, since total assets and liabilities
      were
      not material.) We also included a discussion of the facts and circumstances
      leading to the disposal in Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
(MD&A),
      which we did not believe was sufficiently material to be reiterated in the
      footnotes to the Consolidated financial statements, particularly since the
      planned disposal by McDonald’s of the Chipotle business had been previously
      disclosed by McDonald’s as part of its SEC filings.

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page 3

      Paragraph
        47(b) - We disclosed the gain and related financial statement caption in
        the
Discontinued
        Operations
        footnote
        to the Consolidated financial statements.

      Paragraph
        47(c) - Chipotle represented no more than 3% of consolidated revenues and
        1% of
        consolidated pretax income for all periods presented. We did not consider
        this
        significant enough to require separate disclosure.

      Paragraph
        47(d) - We believe we provided appropriate information responsive to this
        item
        in the Segment
        and Geographic Information
        footnote
        to the Consolidated financial statements.

            4.

              Comment

    In
      addition, please reconcile the cash proceeds received by the company from the
      sale of Chipotle shares of $329.1 as disclosed on page 38 with the amount
      reflected in the cash flow statement of 2006 of $281.7
      million.

    Response

    The
      following is a reconciliation of the cash proceeds received of $329.1 million
      as
      a result of the sales of Chipotle shares to the $281.7 million reflected in
      the
      caption “Chipotle disposition” in the Consolidated statement of cash flows. The
      main difference between the two numbers is the cash on Chipotle’s books at the
      date of the exchange.

            Cash
              proceeds
            $329.1

            Cash
              on Chipotle's books*
              (36.6)

            Fees
              paid
              (10.8)

            Chipotle
              disposition
            $281.7

    *Cash
      net
      of IPO proceeds of approximately $120.9 million.

    We
      do not
      believe that Chipotle’s cash balance, the IPO proceeds or the fees were
      significant enough to the post split-off Consolidated statement of cash flows
      to
      warrant separate disclosure therein.

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page
                4

    Impairment
      and Other Charges (Credits), Net, page 38

            5.

              Comment

    We
      note that in 2005 and 2006 you have transferred ownership interests in
      restaurants to developmental licensees and recognize related gains and losses.
      Please tell us and revise future filings to expand your disclosures to include
      your accounting for such transactions including the nature and amount of the
      consideration received in these transactions, how you determine the value of
      the
      assets transferred, and how you determine the related gain or loss. Please
      also
      tell us the accounting literature upon which you relied in determining that
      recognition of gains and losses is appropriate.

    Response

    In
      2005
      and 2006, there were a limited number of markets converted to the developmental
      licensee structure (two in 2005 and four in 2006). We did not separately
      disclose the consideration received because we did not consider the amounts
      to
      be significant. The impact on the financial results of the Company related
      to
      this activity was as follows (in millions):

            2005
            2006

            Cash
              proceeds from conversions
            $25
            $23

            Net
              book value of assets sold in conversions

              (2)
             (59)

            Credits
              / (Charges)
            $23
            $(36)

The
      accounting related to this activity is addressed in the Summary
      of Significant Accounting Policies
      footnote
      to the Consolidated financial statements under the caption “Long-lived
      assets”.
      The
      second paragraph under that caption discusses the accounting policy followed
      for
      assets held for disposal under SFAS No. 144. Although these transactions have
      historically been insignificant to the Company’s consolidated results of
      operations, late last year we consulted with Mr. Joe Ucuzoglu in the Office
      of
      the Chief Accountant (Accounting Group - Interpretations) of the Securities
      and
      Exchange Commission with respect to the appropriate accounting treatment for
      these types of transactions. Our consultation was prompted by the potential
      significance of future developmental license transactions as indicated under
      Outlook
      for 2007
      in the
      MD&A included in the 2006 Form 10-K. While the Office of the Chief
      Accountant acknowledged the existence of an alternative method (specifically,
      carryover of existing basis), we were advised that the staff would not object
      to
      McDonald’s use of a method that would result in recording
      a loss equal to the difference between the estimated net cash proceeds and
      the
      net book value of the assets sold, including the accumulated translation
      adjustment currently recorded in equity in accordance with EITF 01-5,
Application
      of FASB Statement No. 52 to an Investment Being Evaluated for Impairment That
      Will Be Disposed Of,
      at the
      point when the “held for sale” criteria under SFAS No. 144 are met.
      In
      reaching its conclusion, the Office of the Chief Accountant advised McDonald’s
      that it was relying on McDonald’s representation that the monthly royalty rate
      under the developmental licensing arrangement would be within a reasonable
      range
      of what one would consider a market rate.

                Mr.
                  Matthew H. Paull

                McDonald's
                  Corporation

                April
                  12, 2007

                Page 5

    As
      part
      of our consultation with the Office of the Chief Accountant, McDonald’s agreed,
      as significant transactions arise, to discuss both alternative accounting
      methods in the Critical
      Accounting Policies
      disclosure included as part of the MD&A in the relevant periodic report and
      to quantify the difference between their application in the circumstances.
      We
      also agreed to review our proposed disclosures with the staff prior to
      finalization.

    Franchise
      Arrangements, page 39

            6.

              Comment

    Since
      franchise operations are a significant component of your operations, please
      revise the notes to your financial statements in future filings to disclose
      the
      number of franchises sold during the period, the number of franchises purchased
      during the period, the number of franchised outlets in operation and the number
      of company owned locations in operation. Refer to the disclosure requirements
      outlines in paragraph 23 of SFAS No.45.

    Response

    We
      have
      not historically disclosed the number of restaurants purchased from or sold
      to
      franchisees because the net effect of these transactions has not had a material
      impact on the Company’s results as disclosed in the Franchise
      Arrangements
      footnote
      to the Consolidated financial statements. There were 401, 279 and 276
      restaurants purchased from franchisees in 2006, 2005 and 2004, respectively,
      and
      447, 373 and 231 restaurants sold to franchisees during those years. Given
      the
      total number of Systemwide restaurants, which was 31,667 at December 31, 2006,
      and our expectation that these transactions will continue to be insignificant
      to
      our consolidated results of operations, we do not believe that disclosure of
      these transactions is material to investors. If the level of this activity
      becomes material to our consolidated results of operations, we will modify
      our
      disclosure practice as appropriate.

    We
      disclosed the number of franchised and Company-operated restaurants in operation
      in the 2006 Form 10-K under Item 6, Selected
      Financial Data,
      and in
      MD&A. In future filings, we will also provide this data in the footnotes to
      the Consolidated financial statements.

    *
      *
      *

              Mr.
                Matthew H. Paull

              McDonald's
                Corporation

              April
                12, 2007

              Page 6

    In
      connection with this response, the Company acknowledges that (i) the Company
      is
      responsible for the adequacy and accuracy of the disclosure in the filing;
      (ii)
      staff comments or changes to disclosure in response to the staff’s comments do
      not foreclose the Commission from taking any action with respect to the filing;
      and (iii) the Company may not assert staff comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

    We
      hope
      that our responses adequately address your comments. If you have any questions
      on this letter or need further assistance, please call Pete Bensen, Corporate
      Senior Vice President - Controller, at (630) 623-3506 or me at (630)
      623-7001.

              Sincerely,

            /s/ Matthew
              H. Paull

            Matthew
              H. Paull

              Corporate
                Senior
                Executive Vice President

              and Chief Financial
                Officer

    cc:
      U.S. Securities and Exchange Commission

          Heather
      Clark

      McDonald’s Corporation

    Jim
      Skinner, Chief Executive Officer

    Pete
      Bensen, Corporate Senior Vice President - Controller

Mail Stop 3561

March 21, 2007

Via U.S. Mail

Mr. Matthew H. Paull
Chief Financial Officer
McDonald’s Corporation
McDonald’s Plaza
Oak Brook, Illinois 60523

 RE: McDonald’s Corporation
  Form 10-K for the year ended December 31, 2006
  Filed February 26, 2007
  File No. 001-05231

Dear Mr. Paull:

We have reviewed your filings and have the following comments.  Unless otherwise
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. Matthew H. Paull
McDonald’s Corporation
March 21, 2007 Page 2
Annual Report on Form 10-K for the year ended December 31, 2006

Consolidated Statement of Cash Flows, page 32

1. In future filings, please revise to include the effect of exchange rate changes as a
separate part of the reconciliation of th e change in cash and cash equivalents.
Refer to SFAS 95, paragraph 25.

Notes to Consolidated Financial Statements, page 34
Discontinued Operations, page 38

2. We note the disclosure indi cating that the company completely separated from
Chipotle through a non-cash tax-free exch ange of its 16.5 million shares of
Chipotle class B common stock in exch ange for 18.6 million shares of its
common stock and recognized a tax-free gain of $479.6 million.  Please tell us and revise future filings to explain in further detail how you calculated or
determined the amount of the gain recognized  in connection with this transaction.
As part of your response, pl ease tell us the carrying va lue of your investment in
Chipotle at the time this transaction occurred and tell us how you valued the 18.6 million shares of common stock received in  connection with this transaction.  We
may have further comment upon receipt of your response.

3. Also, please revise the note s to your financial statemen ts in future filings to
include all of the disclosures requir ed by paragraph 47 of SFAS No.144, as
applicable, with respect to the Chipotle  business that has been disposed of.

4. In addition, please reconcile the cash proceeds received by the company from the
sale of Chipotle shares of $329.1 as disclosed on page 38 with the amount
reflected in the cash flow statement of 2006 of $281.7 million.

Impairment and Other Charges (Credits), Net, page 38

5. We note that in 2005 and 2006 you have tr ansferred ownership interests in
restaurants to developmenta l licensees and recognize related gains and losses.
Please tell us and revise future filings to expand your disclosures to include your
accounting for such transactions including the nature and amount of the consideration received in these transactions, how you de termine the value of the
assets transferred, and how you determine the related gain or loss.  Please also tell
us the accounting literature upon which you relied in determining that recognition of gains and losses is appropriate.

Mr. Matthew H. Paull
McDonald’s Corporation
March 21, 2007 Page 3
Franchise Arrangements, page 40

6. Since franchise operations are a signifi cant component of your operations, please
revise the notes to your financial statements in future filings to disclose the number of franchises sold during the pe riod, the number of franchises purchased
during the period, the number of franchised  outlets in operation and the number of
company owned locations in operation.  Refer to the disclosure requirements outlined in paragraph 23 of SFAS No.45.

*    *    *    *

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Pleas e furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the fili ngs include all information required under the
Securities Exchange Act of 1934 and they have  provided all informa tion investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Matthew H. Paull
McDonald’s Corporation
March 21, 2007 Page 4
You may contact Heather Clar k at (202) 551-3624 or me at (202) 551-3813 if you have
questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

      Correspondence Comment Letter

                                                                                                                                                                  McDonald's
      Corporation

                                                                                                                                 2915
      Jorie Boulevard

                                                                                                                        Oak
      Brook, IL
60523-1900

    June
      21,
      2006

    Ms.
      Linda
      Cvrkel

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    Washington,
      D.C. 20549

    RE:
       McDonald’s
      Corporation

    Form
      10-K for the Fiscal Year Ended December 31, 2005

    File
      No. 1-05231

    Dear
      Ms.
      Cvrkel:

    In
      reply
      to your letter dated May 26, 2006, we have the following responses to your
      comments. We appreciate the staff’s willingness to discuss the comments with us
      and to provide us with the staff’s perspective on these matters.

    Form
      10-K for the year ended December 31, 2005

    Item
      6. Selected Financial Data, page 12

    1. Comment

    Revise
      future filings to balance your presentation of cash provided by operations
      with
      disclosures of cash flows from investing and financing activities for each
      year
      presented.

    Response

    In
      an
      effort to provide a balanced presentation in Item 6, we have included what
      we
      believe to be the most significant uses of cash flows for investing (i.e.
      capital expenditures) and financing activities (i.e. treasury stock purchases
      and common stock cash dividends). As requested by the staff, however, we will
      enhance future filings to include total cash used for or provided by both
      investing and financing activities.

        1

    Financial
      Statements

    Summary
      of Significant Accounting Policies

    Long-lived
      assets, page 40

    2. Comment

    We
      note that you initially group assets together at the television level in the
      U.S. and at the country level for each of the international markets for purposes
      of annually reviewing your restaurant assets for impairment. Supplementally
      tell
      us, with a view toward expanded disclosure in future filings, how you determine
      that cash flows of single restaurants are not independent for purposes of
      initially grouping assets for purposes of performing your recoverability test
      pursuant to paragraph 10 of SFAS 144. We may have further
      comments.

    Response

    We
      supplementally advise the staff that, for purposes of assessing indicators
      of
      impairment as contemplated by paragraph 8 of SFAS 144, we assess specific events
      at the individual restaurant level such as a decision to close an individual
      restaurant or the condemnation of a site by a governmental authority.
      Additionally, in assessing whether an indicator of impairment exists, we believe
      that a meaningful indicator in our business is recurring negative operating
      cash
      flow for a trailing 24-month period at a market level since we manage our
      restaurants as a group or portfolio with significant common costs (i.e.
      advertising and supply chain costs) and promotional activities. As such, we
      do
      not believe negative cash flows are a meaningful indicator for each individual
      restaurant because restaurant cash flows, although identifiable, are not largely
      independent of the cash flows of other restaurants in a market. If we determine
      in connection with this initial market-level assessment that any of our market
      groups have recurring negative cash flow for the trailing 24-month period,
      we
      perform, as appropriate, detailed testing at the individual restaurant level
      for
      purposes of recognition and measurement of an impairment loss in accordance
      with
      paragraph 10 of SFAS 144.

    Other

    3. Comment
Please
      revise your notes to your financial statements in future filings to disclose
      commitments and contingencies, including management’s assessment of loss
      contingencies as required by SFAS 5.

    Response

    At
      December 31, 2005, the Company did not have any commitments and contingencies
      that met SFAS 5 requirements for disclosure. We will continue to review SFAS
      5
      disclosure requirements and will make the appropriate disclosures as warranted
      in future filings.

        2

    In
      connection with this response, the Company acknowledges that (i) the Company
      is
      responsible for the adequacy and accuracy of the disclosure in the filing;
      (ii)
      staff comments or changes to disclosure in response to the staff’s comments do
      not foreclose the Commission from taking any action with respect to the filing;
      and (iii) the Company may not assert staff comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

    We
      hope
      that our responses adequately address your comments. If you have any questions
      on this letter or need further assistance, please call Dave Pojman, Corporate
      Senior Vice President - Controller, at (630) 623-3162 or me at (630)
      623-7001.

            Sincerely,

            /S/ Matthew
              H. Paull

            Matthew
              H. Paull

              Corporate
                Senior Executive Vice

            President
              and Chief Financial Officer

    cc:
      U.S.
      Securities and Exchange Commission

      Katherine Mathis

      Lyn Shenk

    McDonald’s
      Corporation

    Jim
      Skinner, Chief Executive Officer

    Dave
      Pojman, Corporate Senior

      Vice President - Controller

        3

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
										May 26, 2006

By U.S. Mail

Mr. Matthew H. Paull
Corporate Senior Executive
  Vice President and Chief Financial
   Officer
McDonald`s Corporation
McDonald`s Plaza
Oak Brook, Illinois  60523

	RE: 	McDonald`s Corporation
		Form 10-K for the Fiscal Year Ended December 31, 2005
      File No. 1-05231

Dear Mr. Paull:

      We have reviewed your filing solely for the issues
identified
below and have the following comments.  We think you should revise
your document in future filings in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      Please respond to confirm that such comments will be
complied
with, or, if certain of the comments are deemed inappropriate,
advise
the staff of your reason.  Your response should be submitted in
electronic form, under the label "corresp" with a copy to the
staff.
Please respond within ten (10) business days.

Form  10-K for the for the year ended December 31, 2005
Item 6.  Selected Financial Data, page 12

1. Revise future filings to balance your presentation of cash
provided by operations with disclosures of cash flows from
investing
and financing activities for each year presented.

Financial Statements
Summary of Significant Accounting Policies
Long-lived assets, page 40

2. We note that you initially group assets together at the
television
market level in the U.S. and at the country level for each of the
international markets for purposes of annually reviewing your
restaurant assets for impairment.  Supplementally tell us, with a
view toward expanded disclosure in future filings, how you
determined
that cash flows of single restaurants are not independent for
purposes of initially grouping assets for purposes of performing
your
recoverability test pursuant to paragraph 10 of SFAS 144.  We may
have further comments.

Other

3. Please revise your notes to your financial statements in future
filings to disclose commitments and contingencies, including
management`s assessment of loss contingencies as required by SFAS
5.

********

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Katherine Mathis at (202) 551-3313 or Lyn
Shenk
at (202) 551-3380 if you have questions on the above comments.
You
may also contact me at (202) 551-3813 if you have any other
questions.

      Sincerely,

								Linda Cvrkel
								Branch Chief

Mr. Matthew H. Paull
McDonald's Corporation
Page 3

</TEXT>
</DOCUMENT>